HomeMy WebLinkAboutCity Council Resolution 1986-349RESOLUTION NO. 86-349
RESOLUTION AUTHORIZING A PROJECT UNDER
10 THE MINNESOTA MUNICIPAL INDUSTRIAL
DEVELOPMENT ACT AND THE ISSUANCE OF
INDUSTRIAL DEVELOPMENT REVENUE BONDS
TO FINANCE THE PROJECT
BE IT RESOLVED by the Council of the City of
Plymouth, Minnesota, as follows:
1. The Council has received a proposal from
William F. Bieber, an individual (the "Company") that the City
undertake to partially finance a certain Project as herein
described, pursuant to the Minnesota Municipal Industrial
Development Act, Chapter 474, Minnesota Statutes (the "Act"),
through issuance by the City of its $2,900,000 Development
Revenue Bonds, Series 1986 (William F. Bieber Project) (the
"Bonds"), and in accordance with a Bond Purchase Agreement (the
"Purchase Agreement") between the City, the Company and Miller
Securities Incorporated (the "Bond Purchaser").
2. The Company desires to acquire certain real
estate and existing building and renovate and rehabilitate it
for use as office, manufacturing and warehouse space
(hereinafter referred co as the "Project"). The Project as
described above will provide employment to approximately 137
additional persons and will otherwise further the policies and
purposes of the Act and the findings made in the preliminary
resolution adopted by this Council on April 7 , 1986 with
respect to the Project are hereby ratified, affirmed and
approved.
3. It is proposed that, pursuant to a Loan Agreement
dated June 1, 1986, between the City and the Company (the "Loan
Agreement"), the City loan the proceeds of the Bonds to the
Company to partially finance the cost of the Project. The
basic payments to be made by the Company under the Loan
Agreement are fixed so as to produce revenue sufficient to pay
the principal of, premium, if any, and interest on the Bonds
when due. It is further proposed that the City assign its
rights to the basic payments and certain other rights under the
Loan Agreement to National City Bank of Minneapolis, in
Minneapolis, Minnesota (the "Trustee") as security for payment
of the Bonds under an Indenture of Trust dated June 1, 1986
(the "Indenture") and that the Company grant a mortgage and
security interest in the Project to the Trustee pursuant to a
Mortgage and Security Agreement dated June 1, 1986 (the
"Mortgage") and to further secure the payment of the Bonds and
the interest thereon, enter into an Assignment of Leases and
Rents dated June 1, 1986 (the "Assignment of Leases and
Rents").
p9#2 RES W0. 86-349
• 4. This Council by action taken on. ADH 1.7
1986 gave preliminary approval to the proposal and bond
allocation has been awarded.
5. Pursuant to the preliminary approval of the
Council, forms of the following documents have been submitted
to the Council for approval:
(a) The Loan Agreement.
(b) The Indenture.
(c) The Mortgage.
(d) The Assignment of Leases and Rents.
(e) The Purchase Agreement.
(f) The Preliminary Official Statement.
6. It is hereby found, determined and declared that:
(a) the Project described in the Loan
Agreement and Indenture referred to above
constitutes a Project authorized by the Act;
• (b) the purpose of the Project is and the
effect thereof will be to promote the public
welfare by the acquisition, renovation,
rehabilitation and equipping of a facility for use
as office, manufacturing and warehouse facility;
(c) the Project is to be located within the
City limits, at a site which is easily accessible
to employees residing within the City and the
surrounding communities;
(d) the acquisition, renovation and
rehabilitation of the Project, the issuance and
sale of the Bonds, the execution and delivery by
the City of the Loan Agreement, and the Indenture,
and the performance of all covenants and
agreements of the City contained in the Loan
Agreement and Indenture and of all other acts and
#3
RES N0. 86-349
• things required under the constitution and laws of
the State of Minnesota to make the Loan Agreement,
Indenture and Bonds valid and binding obligations
of the City in accordance with their terms, are
authorized by the Act;
(e) it is desirable that the Company be
authorized, in accordance with the provisions of
Section 474.03 of the Act and subject to the terms
and conditions set forth in the Loan Agreement,
which terms and conditions the Ci`_y determines to
be necessary, desirable and proper, to complete
the acquisition and installation of the Project by
such means as shall be available to the Company
and in the manner determined by the Company, and
wiwith or without advertisement for bids as
required for the acquisition and installation of
municipal facilities;
(f) it is desirable that the Bonds be issued
by the City upon the terms set forth in the
Indenture;
(g) the basic payments under the Loan
Agreement are fixed to produce revenue sufficient
to provide for the prompt payment of principal of,
• premium, if any, and interest on the Bonds issued
under the Indenture when due, and the Loan
Agreement, Mortgage and Indenture also provide
that the Company is required to pay all expenses
of the operation and maintenance of the Project,
including, but without limitation, adequate
insurance thereon and insurance against all
liability for injury to persons or property
arising from the operation thereof, and all taxes
and special assessments levied upon or with
respect to the Project Premises and payable during
the term of the Mortgage, Loan Agreement and
Indenture;
(h) under the provisions of Minnesota
Statutes, Section 474.10, and as provided in the
Loan Agreement and Indenture, the Bonds are not to
be payable from or charged upon any funds other
than the revenue pledged to the payment thereof;
the City is not subject to any liability thereon;
no holder of any Bonds shall ever have the right
to compel any exercise by the City of its taxing
pg# 4 RES W0. 86-349
• powers to pay any of the Bonds or the interest or
premium thereon, or to enforce payment thereof
against any property of the City except the
interests of the City in the Loan Agreement which
have been assigned to the Trustee under the
Indenture; the Bonds shal] not constitute a
charge, lien or encumbrance, legal or equitable
upon any property of the City except the interests
of the City in the Loan Agreement which have been
assigned to the Trustee under the Indenture; the
Bonds shall recite that the Bonds are issued
without moral obligation on the part of the state
or its political subdivisions, and that the Bonds,
including interest thereon, are payable solely
from the revenues pledged to the payment thereof;
and, the Bonds shall not constitute a debt of the
City within the meaning of any constitutional or
statutory limitation.
7. Subject to the approval of the City Attorney, the
forms of the Loan Agreement, the Purchase Agreement and
Indenture and exhibits thereto and all other documents
described in paragraph 4 hereof are approved substantially in
the form submitted. The Loan Agreement, Indenture, and
Purchase Agreement in substantially the form submitted, are
directed to be executed in the name and on behalf of the City
by the Mayor, Manager and City Clerk along with any other
documents and certificates necessary to the transaction
described above. Copies of all of the documents necessary to
the transaction herein described shall be delivered, filed and
recorded as provided herein and in said Loan Agreement and
Indenture.
8. In accordance with Section 103(b)(6) of the
Internal Revenue Code of 1954, as amended (the "Code"), and the
regulations promulgated thereunder, the City elects to have the
provisions of Section 103(b)(6)(D) of the Code apply to the
Bonds.
9. The City has not prepared nor made any
independent investigation of the Preliminary information
contained in the Official Statement other than the section
therein captioned "Issuer," and the City takes no
responsibility for such information.
10. The City shall proceed forthwith to issue its
Bonds, in the form and upon the terms set forth in the
Indenture. The offer of the Bond Purchaser to purchase the
pg # 5 RES N0. 86-349
Bonds for $2,784,000 plus accrued interest to the date of
10 delivery at the interest rate or rater specified in the
Indenture is hereby accepted. The Mayor, Manager and City
Clerk are authorized and directed to prepare and execute the
Bonds as prescribed in the Indenture and to deliver them to the
Trustee for authentication and delivery to the Bond Purchaser.
11. The Mayor, Manager and City Clerk and other
officers of the City are authorized and directed to prepare and
furnish to the Bond Purchaser certified copies of all
proceedings and records of the City relating to the bonds, and
such other affidavits and certificates as may be required to
show the facts relating to the legality of the Bonds as such
facts appear from the books and records in the officers'
custody and control or as otherwise known to them; and all such
certified copies, certificates and affidavits, including any
heretofore furnished, shall constitute representations of the
City as to the truth of all statements contained therein.
12. The approvul hereby given to the various
documents referred to above includes approval of such
additional details therf:;,z as may be, :~necessary and appropriate
and such modifications thereof, deletions therefrom and
additions thereto as may be necessary and apprc;priate and
approved by the City Attorney and the City officials authorized
herein to execute said documents prior to their execution; and
• said City officials are hereby authorized to approve said
changes on behalf of the City. The execution of any instrument
by the appropriate officer or officers of the City herein
authorized shall be conclusive evidence of the approval of such
documents in accordance with the terms hereof. In the absence
of the Mayor, Manager or Clerk, any of the documents authorized
by this resolution to be executed may be executed by the Acting
Mayor, Manager or the City Clerk, respectively.
Passed: June 2, 1986 1982
Mayor
Attest
City Clerk
(SEAL)